(4) Where, on an
application under subsection (1), the Tribunal finds that an agreement
meets the conditions prescribed by paragraphs (a) and (b) of that
subsection but also finds that, as a result of the implementation of the
agreement, there is not likely to be substantial competition remaining in
the market or markets to which the agreement relates, the Tribunal may
provide, in an order made under subsection (1), that the order shall take
effect only if, within a reasonable period of time specified in the order,
there has occurred any of the following events, specified in the order:

(a) the divestiture of particular assets, specified in the order;(b) a
wider licensing of patents or registered integrated circuit topographies;(c) a reduction in tariffs;(d) the making of an order in council under
section 23 of the Financial Administration Act effecting a remission or
remissions specified in the order of the Tribunal of any customs duties on
an article that is a subject of the agreement; or(e) the removal of
import quotas or import licensing requirements.

(1) On application by the parties to a specialization
agreement that has been registered, and after affording the Commissioner a
reasonable opportunity to be heard, the Tribunal may make an order
directing that a modification of the agreement be registered.

Order to
remove from register

(2) Where, on application by the Commissioner, the
Tribunal finds that the agreement or a modification thereof that has been
registered

(a) has ceased to meet the conditions prescribed by paragraph
86(1)(a) or (b), or(b) is not being implemented,

the Tribunal may make an
order directing that the agreement or modification thereof, and any order
relating thereto, be removed from the register.

R.S., 1985, c. 19 (2nd
Supp.), s. 45; 1999, c. 2, s. 37.

Right of intervention

88. The attorney
general of a province may intervene in any proceedings before the Tribunal
under section 86 or 87 for the purpose of making representations on behalf
of the province.

R.S., 1985, c. 19 (2nd Supp.), s. 45.

Register of
specialization agreements

89.

(1) The Tribunal shall cause to be
maintained at its Registry established pursuant to subsection 14(1) of the
Competition Tribunal Act a register of specialization agreements, and
modifications thereof, that the Tribunal has directed be registered, and
any such agreements and modifications thereof shall be included in the
register for the periods specified in the orders.

Public access to
register

(2) The register shall be kept open to inspection by any person
during normal business hours of the Tribunal.

R.S., 1985, c. 19 (2nd
Supp.), s. 45.

Non-application of sections 45 and 77

90. Section 45, and
section 77 as it applies to exclusive dealing, do not apply in respect of
a specialization agreement, or any modification thereof, that is
registered.

91. In sections 92 to 100, "merger" means the
acquisition or establishment, direct or indirect, by one or more persons,
whether by purchase or lease of shares or assets, by amalgamation or by
combination or otherwise, of control over or significant interest in the
whole or a part of a business of a competitor, supplier, customer or other
person.

R.S., 1985, c. 19 (2nd Supp.), s. 45.

Order

92.

(1) Where, on
application by the Commissioner, the Tribunal finds that a merger or
proposed merger prevents or lessens, or is likely to prevent or lessen,
competition substantially

(a) in a trade, industry or profession,(b)
among the sources from which a trade, industry or profession obtains a
product,(c) among the outlets through which a trade, industry or
profession disposes of a product, or(d) otherwise than as described in
paragraphs (a) to (c),

the Tribunal may, subject to sections 94 to 96,

(e)
in the case of a completed merger, order any party to the merger or any
other person

(i) to dissolve the merger in such manner as the Tribunal
directs,(ii) to dispose of assets or shares designated by the Tribunal in
such manner as the Tribunal directs, or(iii) in addition to or in lieu of
the action referred to in subparagraph (i) or (ii), with the consent of
the person against whom the order is directed and the Commissioner, to
take any other action, or

(f) in the case of a proposed merger, make an
order directed against any party to the proposed merger or any other
person

(i) ordering the person against whom the order is directed not to
proceed with the merger,(ii) ordering the person against whom the order
is directed not to proceed with a part of the merger, or(iii) in addition
to or in lieu of the order referred to in subparagraph (ii), either or
both

(A) prohibiting the person against whom the order is directed, should
the merger or part thereof be completed, from doing any act or thing the
prohibition of which the Tribunal determines to be necessary to ensure
that the merger or part thereof does not prevent or lessen competition
substantially, or(B) with the consent of the person against whom the
order is directed and the Commissioner, ordering the person to take any
other action.

Evidence

(2) For the purpose of this section, the Tribunal
shall not find that a merger or proposed merger prevents or lessens, or is
likely to prevent or lessen, competition substantially solely on the basis
of evidence of concentration or market share.

R.S., 1985, c. 19 (2nd
Supp.), s. 45; 1999, c. 2, s. 37.

Factors to be considered regarding
prevention or lessening of competition

93. In determining, for the purpose
of section 92, whether or not a merger or proposed merger prevents or
lessens, or is likely to prevent or lessen, competition substantially, the
Tribunal may have regard to the following factors:

(a) the extent to which
foreign products or foreign competitors provide or are likely to provide
effective competition to the businesses of the parties to the merger or
proposed merger;(b) whether the business, or a part of the business, of a
party to the merger or proposed merger has failed or is likely to fail;(c) the extent to which acceptable substitutes for products supplied by
the parties to the merger or proposed merger are or are likely to be
available;(d) any barriers to entry into a market, including

(i) tariff
and non-tariff barriers to international trade,(ii) interprovincial
barriers to trade, and(iii) regulatory control over entry, and any effect
of the merger or proposed merger on such barriers;

(e) the extent to which
effective competition remains or would remain in a market that is or would
be affected by the merger or proposed merger;(f) any likelihood that the
merger or proposed merger will or would result in the removal of a
vigorous and effective competitor;(g) the nature and extent of change and
innovation in a relevant market; and(h) any other factor that is relevant
to competition in a market that is or would be affected by the merger or
proposed merger.

R.S., 1985, c. 19 (2nd Supp.), s. 45.

Exception

94. The
Tribunal shall not make an order under section 92 in respect of

(a) a
merger substantially completed before the coming into force of this
section; or(b) a merger or proposed merger under the Bank Act, the Trust
and Loan Companies Act or the Insurance Companies Act in respect of which
the Minister of Finance has certified to the Commissioner the names of the
parties thereto and that the merger is in the best interest of the
financial system in Canada; or(c) a merger or proposed merger approverd under subsection
56.2(6) of the Canada Transportation Actand in respect of
which the Minister of Transport has certified to the Commissioner the
names of the parties.

(1) The Tribunal shall not make an order
under section 92 in respect of a combination formed or proposed to be
formed, otherwise than through a corporation, to undertake a specific
project or a program of research and development if

(a) a project or
program of that nature

(i) would not have taken place or be likely to take
place in the absence of the combination, or(ii) would not reasonably have
taken place or reasonably be likely to take place in the absence of the
combination because of the risks involved in relation to the project or
program and the business to which it relates;

(b) no change in control
over any party to the combination resulted or would result from the
combination;(c) all the persons who formed the combination are parties to
an agreement in writing that imposes on one or more of them an obligation
to contribute assets and governs a continuing relationship between those
parties;(d) the agreement referred to in paragraph (c) restricts the
range of activities that may be carried on pursuant to the combination,
and provides that the agreement terminates on the completion of the
project or program; and(e) the combination does not prevent or lessen or
is not likely to prevent or lessen competition except to the extent
reasonably required to undertake and complete the project or program.

Limitation

(2) For greater certainty, this section does not apply in
respect of the acquisition of assets of a combination.

R.S., 1985, c. 19
(2nd Supp.), s. 45.

Exception where gains in efficiency

96.

(1) The
Tribunal shall not make an order under section 92 if it finds that the
merger or proposed merger in respect of which the application is made has
brought about or is likely to bring about gains in efficiency that will be
greater than, and will offset, the effects of any prevention or lessening
of competition that will result or is likely to result from the merger or
proposed merger and that the gains in efficiency would not likely be
attained if the order were made.

Factors to be considered

(2) In
considering whether a merger or proposed merger is likely to bring about
gains in efficiency described in subsection (1), the Tribunal shall
consider whether such gains will result in

(a) a significant increase in
the real value of exports; or(b) a significant substitution of domestic
products for imported products.

Restriction

(3) For the purposes of this
section, the Tribunal shall not find that a merger or proposed merger has
brought about or is likely to bring about gains in efficiency by reason
only of a redistribution of income between two or more persons.

R.S.,
1985, c. 19 (2nd Supp.), s. 45.

Limitation period

97. No application may
be made under section 92 in respect of a merger more than three years
after the merger has been substantially completed.

R.S., 1985, c. 19 (2nd
Supp.), s. 45.

Where proceedings commenced under section 45 or 79

98. No
application may be made under section 92 against a person

(a) against whom
proceedings have been commenced under section 45, or(b) against whom an
order is sought under section 79

on the basis of the same or substantially
the same facts as would be alleged in the proceedings under section 45 or
79, as the case may be.

R.S., 1985, c. 19 (2nd Supp.), s. 45.

Conditional
orders directing dissolution of a merger

99.

(1) The Tribunal may provide,
in an order made under section 92 directing a person to dissolve a merger
or to dispose of assets or shares, that the order may be rescinded or
varied if, within a reasonable period of time specified in the order,

(a)
there has occurred

(i) a reduction, removal or remission, specified in the
order, of any relevant customs duties, or(ii) a reduction or removal,
specified in the order, of prohibitions, controls or regulations imposed
by or pursuant to any Act of Parliament on the importation into Canada of
an article specified in the order, or

(b) that person or any other person
has taken any action specified in the order that will, in the opinion of
the Tribunal, prevent the merger from preventing or lessening competition
substantially.

When conditional order may be rescinded or varied

(2)
Where, on application by any person against whom an order under section 92
is directed, the Tribunal is satisfied that

(a) a reduction, removal or
remission specified in the order pursuant to paragraph (1)(a) has
occurred, or(b) the action specified in the order pursuant to paragraph
(1)(b) has been taken,

the Tribunal may rescind or vary the order
accordingly.

R.S., 1985, c. 19 (2nd Supp.), s. 45.

Interim order where no
application under section 92

100.

(1) The Tribunal may issue an interim
order forbidding any person named in the application from doing any act or
thing that it appears to the Tribunal may constitute or be directed toward
the completion or implementation of a proposed merger in respect of which
an application has not been made under section 92 or previously under this
section, where

(a) on application by the Commissioner, certifying that an
inquiry is being made under paragraph 10(1)(b) and that, in the
Commissioner's opinion, more time is required to complete the inquiry, the
Tribunal finds that in the absence of an interim order a party to the
proposed merger or any other person is likely to take an action that would
substantially impair the ability of the Tribunal to remedy the effect of
the proposed merger on competition under that section because that action
would be difficult to reverse; or(b) the Tribunal finds, on application
by the Commissioner, that there has been a contravention of section 114 in
respect of the proposed merger.

Notice of application

(2) Subject to
subsection (3), at least forty-eight hours notice of an application for an
interim order under subsection (1) shall be given by or on behalf of the
Commissioner to each person against whom the order is sought.

Ex parte
application

(3) Where the Tribunal is satisfied, in respect of an
application for an interim order under paragraph (1)(b), that

(a)
subsection (2) cannot reasonably be complied with, or(b) the urgency of
the situation is such that service of notice in accordance with subsection
(2) would not be in the public interest,

it may proceed with the
application ex parte.

Terms of interim order

(4) An interim order issued
under subsection (1)

(a) shall be on such terms as the Tribunal considers
necessary and sufficient to meet the circumstances of the case; and(b)
subject to subsections (5) and (6), shall have effect for such period of
time as is specified in it.

Duration of order: inquiry

(5) The duration of
an interim order issued under paragraph (1)(a) shall not exceed thirty
days.

Duration of order: failure to comply

(6) The duration of an interim
order issued under paragraph (1)(b) shall not exceed

(a) ten days after
section 114 is complied with, in the case of an interim order issued on ex
parte application; or(b) thirty days after section 114 is complied with,
in any other case.

Extension of time

(7) Where the Tribunal finds, on
application made by the Commissioner on forty-eight hours notice to each
person to whom an interim order is directed, that the Commissioner is
unable to complete an inquiry within the period specified in the order
because of circumstances beyond the control of the Commissioner, the
Tribunal may extend the duration of the order to a day not more than sixty
days after the order takes effect.

Completion of inquiry

(8) Where an
interim order is issued under paragraph (1)(a), the Commissioner shall
proceed as expeditiously as possible to complete the inquiry under section
10 in respect of the proposed merger.

R.S., 1985, c. 19 (2nd Supp.), s.
45; 1999, c. 2, ss. 24, 37.

Right of intervention

101. The attorney
general of a province may intervene in any proceedings before the Tribunal
under section 92 for the purpose of making representations on behalf of
the province.

R.S., 1985, c. 19 (2nd Supp.), s. 45.

Advance ruling
certificates

102.

(1) Where the Commissioner is satisfied by a party or
parties to a proposed transaction that he would not have sufficient
grounds on which to apply to the Tribunal under section 92, the
Commissioner may issue a certificate to the effect that he is so
satisfied.

Duty of Commissioner

(2) The Commissioner shall consider any
request for a certificate under this section as expeditiously as possible.

R.S., 1985, c. 19 (2nd Supp.), s. 45; 1999, c. 2, s. 37.

No application
under section 92

103. Where the Commissioner issues a certificate under
section 102, the Commissioner shall not, if the transaction to which the
certificate relates is substantially completed within one year after the
certificate is issued, apply to the Tribunal under section 92 in respect
of the transaction solely on the basis of information that is the same or
substantially the same as the information on the basis of which the
certificate was issued.

(1) Where an application has been made
for an order under this Part, other than an interim order under section
100, the Tribunal, on application by the Commissioner, may issue such
interim order as it considers appropriate, having regard to the principles
ordinarily considered by superior courts when granting interlocutory or
injunctive relief.

Terms of interim order

(2) An interim order issued
under subsection (1) shall be on such terms, and shall have effect for
such period of time, as the Tribunal considers necessary and sufficient to
meet the circumstances of the case.

Duty of Commissioner

(3) Where an
interim order issued under subsection (1) is in effect, the Commissioner
shall proceed as expeditiously as possible to complete proceedings under
this Part arising out of the conduct in respect of which the order was
issued.

R.S., 1985, c. 19 (2nd Supp.), s. 45; 1999, c. 2, s. 37.

Temporary order

104.1

(1) The Commissioner may make a
temporary order prohibiting a person operating a domestic service, as
defined in subsection 55(1) of the Canada Transportation Act,
from doing an act or a thing that could, in the opinion of the
Commissioner, constitute an anti-competitive act or requiring the
person to take the steps that the Commissioner considers necessary to
prevent injury to competition or harm to another person if

(a) the Commissioner has
commenced an inquiry under subsection 10(1) in regard to whether the
person has engaged in conduct that is reviewable under section 79; and(b) the Commissioner considers that in the absence of a
temporary order

(i) injury to competition that
cannot adequately be remedied by the Tribunal is likely to occur, or(ii) a person is likely to be eliminated as a competitor,
suffer a significant loss of market share, suffer a significant loss
of revenue or suffer other harm that cannot be adequately remedied
by the Tribunal.

Notice not required

(2) The Commissioner is not
obliged to give notice to or receive representations from any person
before making a temporary order.

Notice to persons
affected

(3) On making a temporary order,
the Commissioner shall promptly give written notice of the order,
together with the grounds for it, to every person against whom it was
made or who is directly affected by it.

Duration of temporary
order

(4) Subject to subsections (5) and
(6), a temporary order has effect for 20 days.

Extension and
revocation

(5) The Commissioner may extend
the 20-day period for one or two periods of 30 days each or may revoke a
temporary order. The Commissioner shall promptly give written notice of
the extension or revocation to every person to whom notice was given
under subsection (3).

When application made
to Tribunal

(6) If an application is made
under subsection (7), the temporary order has effect until the Tribunal
makes an order under that subsection.

Confirmation

(7) A person against
whom the Commissioner has made a temporary order may, within the period
referred to in subsection (4), apply to the Tribunal to have the
temporary order varied or set aside and the Tribunal shall

(a) if it is satisfied that one
or more of the conditions set out in paragraph (1)(b) existed
or are likely to exist, make an order confirming the temporary order,
with or without variation as the Tribunal considers necessary and
sufficient to meet the circumstances, and fixing the effective period
of its order for a maximum of 60 days after the day on which it is
made; and(b) if it is not satisfied that one or more of the conditions
set out in paragraph (1)(b) existed or are likely to exist,
make an order setting aside the temporary order.

Notice

(8) The applicant shall give
written notice of the application to every person to whom notice was
given under subsection (3).

Commissioner is
respondent

(9) In the event of an application
under subsection (7), the Commissioner is the respondent.

Representations

(10) At the hearing of an
application under subsection (7), the Tribunal shall provide the
applicant, the Commissioner and any person directly affected by the
temporary order with a full opportunity to present evidence and make
representations before the Tribunal makes an order under that
subsection.

Prohibition of
extraordinary relief

(11) Except as provided for by
subsection (7),

(a) a temporary order made by
the Commissioner shall not be questioned or reviewed in any court; and(b) no order shall be made, process entered or proceedings
taken in any court, whether by way of injunction, certiorari, mandamus,
prohibition, quo warranto, declaratory judgment or otherwise,
to question, review, prohibit or restrain the Commissioner in the
exercise of the jurisdiction granted by this section.

Powers and duties not
affected by order

(12) The making of a temporary
order does not in any way limit, restrict or qualify the powers, duties
or responsibilities of the Commissioner under this Act, including the
Commissioner's power to conduct inquiries and to make applications to
the Tribunal in regard to conduct that is the subject of the temporary
order.

Registration of orders

(13) The Commissioner shall file
each temporary order with the Registry of the Tribunal. Once registered,
the order is enforceable in the same manner as an order of the Tribunal.

Duty of Commissioner

(14) When a temporary order is in
effect, the Commissioner shall proceed as expeditiously as possible to
complete the investigation arising out of the conduct in respect of
which the temporary order was made.

Immunity

(15) No action lies against Her
Majesty in right of Canada, the Minister, the Commissioner, any Deputy
Commissioner, any person employed in the public service of Canada or any
person acting under the direction of the Commissioner for anything done
or omitted to be done in good faith under this section.

2000, c. 15, s. 15.

Consent
orders

105. Where an application is made to the Tribunal under this Part
for an order and the Commissioner and the person in respect of whom the
order is sought agree on the terms of the order, the Tribunal may make the
order on those terms without hearing such evidence as would ordinarily be
placed before the Tribunal had the application been contested or further
contested.

R.S., 1985, c. 19 (2nd Supp.), s. 45; 1999, c. 2, s. 37.

Rescission or variation of order

106. Where, on application by the
Commissioner or a person against whom an order has been made under this
Part, the Tribunal finds that

(a) the circumstances that led to the making
of the order have changed and, in the circumstances that exist at the time
the application is made under this section, the order would not have been
made or would have been ineffective to achieve its intended purpose, or(b) the Commissioner and the person against whom an order has been made
have consented to an alternative order, the Tribunal may rescind or vary
the order accordingly.

R.S., 1985, c. 19 (2nd Supp.), s. 45; 1999, c. 2,
s. 37.

Evidence

107. In determining whether or not to make an order under
this Part, the Tribunal shall not exclude from consideration any evidence
by reason only that it might be evidence in respect of an offence under
this Act or in respect of which another order could be made by the
Tribunal under this Act.